Annual Reports - Indraprastha Gas Limited

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Annual Reports - Indraprastha Gas Limited

BOARD OF DIRECTORS

Shri B.C. Tripathi

Director

Shri Rajesh Vedvyas

Managing Director

Shri R.K. Verma

Director

Shri S. Radhakrishnan

Chairman

1

Shri S.S. Dalal

Director

Shri Manmohan Singh

Director (Commercial)

Shri S.S. Rao

Director

Bankers Auditors Registered Office Company Secretary

State Bank of India M/s Deloitte Haskins & Sells IGL Bhawan Shri S.K. Jain

HDFC Bank Limited Chartered Accountants Plot No. 4, Community Centre,

Syndicate Bank Gurgaon Sector-9, R.K. Puram,

ICICI Bank Limited New Delhi-110022

IDBI Bank Limited

Kotak Mahindra Bank Ltd.


DIRECTORS’ REPORT

To,

THE MEMBERS

Your Directors have pleasure in presenting the Tenth Annual

Report alongwith Audited Accounts of the Company for the

year ended March 31, 2009.

PHYSICAL PERFORMANCE

During the year, the Company recorded sales as under:

Product For the Year

(Figures in SCM)

2008-2009 2007-2008

Compressed

Natural Gas (CNG) 605,255,608 504,621,981

Piped Natural Gas

(PNG) 54,257,774 42,860,910

Total 659,513,382 547,482,891

The new look CNG Station of IGL with a new colour scheme inside IGI Airport premises.

2

FINANCIAL RESULTS

ITEMS For the Year

(Rs. in Million)

2008-2009 2007-2008

Net Sales & Other Income 8789.91 7294.16

Profit before Depreciation & Tax 3262.94 3234.72

Depreciation 674.34 625.77

Profit before tax 2588.60 2608.95

Provision for tax 863.86 864.40

Profit after tax 1724.74 1744.55

Profit brought forward from

previous year. 3835.43 2920.50

Profit available for appropriations 5560.17 4665.05

Appropriations:

Proposed dividend 560.00 560.00

Corporate dividend tax 95.17 95.17

Transferred to general reserve 172.47 174.45

Profit carried forward 4732.53 3835.43

5560.17 4665.05


Shri Murli Deora, Hon’ble Union Minister of Petroleum & Natural Gas and Smt. Sheila Dikshit, Hon’ble Chief Minister of Delhi alongwith

other dignitaries at the CNG Consumer Meet organised by IGL.

FINANCIAL REVIEW

During the year gross turnover of the Company increased by

18.71% from Rs.8169.27 million in year 2007-08 to Rs 9697.76

million in the year 2008-09. Profit after tax has been Rs.

1724.74 million in 2008-09 compared to Rs. 1744.55 million

in 2007-08. The profitability during the year was affected mainly

due to increase in input cost of gas. The Company had to pay

higher price as ‘Overdrawal Charges’ for gas drawn over and

above the allocated quantity to meet the requirement during

part of the year. Your Company has tied up for additional gas

to avoid ‘Overdrawal Charges’ and meet the growing demand

of CNG.

DIVIDEND

Your Directors are pleased to recommend dividend of 40 %

(Rs 4 per share) as paid in the last year. The proposed dividend

including corporate dividend tax would absorb Rs. 655.17

million.

PERFORMANCE HIGHLIGHTS

CNG BUSINESS:

Your Company further augmented its CNG distribution

infrastructure during the year. The total number of CNG

stations increased from 163 in March 2008 to 181 in March

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2009, which included 79 mother stations, 52 online stations,

48 daughter booster stations and 2 daughter stations. The

installed compression capacity went up substantially from

20.76 Lakh Kg/day in March 2008 to 26.76 Lakh Kg/day in

March 2009.

The Company crossed the geographical boundaries of Delhi

for the first time to start online CNG dispensing in Noida and

Greater Noida by setting up 2 online CNG stations each in

both the towns.

The estimated number of vehicles running on CNG

in Delhi as on 31st March 2009 was more than

2,50,000 including 12,000 buses and over 150,000 private

vehicles.

PNG BUSINESS:

The Company has extended the Piped Natural Gas distribution

infrastructure to the new areas in Delhi which include Vasant

Vihar, Green Park, Saket, Dwarka (Sector 1, 2, 3, 22, 23),

Punjabi Bagh (West), Janakpuri, Shalimar Bagh, Ashok Vihar,

Model Town, GTB Enclave, Vivek Vihar, Yojna Vihar, Swastik

Vihar and Shreshtha Vihar.

During 2009-10, the Company plans to extend its PNG

distribution network to Shanti Niketan, Safdarjung

Development Area, Panchsheel, Safdarjung Enclave, Vigyan


Shri Rajesh Vedvyas, Managing Director, Shri Manmohan Singh, Director (Commercial) and other senior IGL officials handing over

dividend cheque to Shri Tejendra Khanna, Hon’ble Lt. Governor of Delhi.

Vihar, Vigyan Lok, Manak Vihar, Anand Vihar, Nanak Vihar,

Jagrati Vihar, Surajmal Vihar, Pushpanjali Enclave, Saini Enclave,

Bahubali Enclave, Kiran Vihar, Ram Vihar, Mayur Vihar (Phase

III), Rishab Vihar, Sharad Vihar, Priya Enclave, AGCR Enclave,

Shyam Enclave, Shanti Vihar, Madhu Vihar, North Avenue,

South Avenue, Meena Bagh, IIT, NCERT, AIIMS, GTB Hospital

and Mayapuri besides providing connections to new customers

in the existing network areas.

The Company has started PNG supply for the first time outside

Delhi in Sector 62, Noida and Sector Pi, Greater Noida.

As on 31 st March 2009, the Company has provided PNG

connections to over 138,000 domestic and more than 315

commercial customers.

R-LNG BUSINESS:

The Company is currently supplying R-LNG to 15 industrial

consumers in Delhi. The Company has identified supply of

Re-gassified Liquid Natural Gas (R-LNG) to industrial segment

especially to industries in Noida and Greater Noida as a major

thrust area in its expansion plans.

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Your Company has already tied up with new gas supply sources

for meeting the demand of this segment and is also looking

further at new gas supply sources.

FUTURE OUTLOOK

NCT OF DELHI

Your Company has drawn out plans to consolidate its presence

in the NCT of Delhi by investing Rs.1983 million during the

financial year 2009-10 for CNG expansion.

CNG being an eco-friendly and economical fuel, a large

number of private car manufacturers are introducing their

CNG variants. Due to wide acceptance of CNG, there has

been a large-scale conversion of private cars into CNG mode.

In view of forthcoming Commonwealth Games in 2010, a large

number of high capacity buses and Radio Taxis running on CNG

are expected to be added to the public transport fleet in the

Capital for the convenience of visitors. With effect from 1 st

July 2009, the Government of NCT of Delhi has directed all

Light Commercial Vehicles (LCVs) operating in NCT of Delhi


Smt Pratibha Devi Singh Patil, Hon’ble President of India gets a briefing on the progress of PNG project in the

Presidential Estate residential quarters.

to convert to CNG mode. In view of the expected growth in

demand, the Company has drawn up an ambitious plan to

augment its infrastructure by adding 22 new CNG stations in

2009-10.

Your Company has planned a large-scale expansion in PNG

segment. A capital expenditure of Rs. 1325 million has been

earmarked for augmenting infrastructure in the existing areas

as well as for expansion in new areas of Delhi during the

financial year 2009-10. The Company has plans to provide

new PNG connections to over 50,000 domestic households.

EXPANSION PROJECTS IN NATIONAL CAPITAL

REGION (NCR)

The Company has planned capital investment of Rs. 2032

million for expansion in the NCR towns of Noida, Greater

Noida & Ghaziabad.

The Company plans to add four online CNG Stations in Noida

and two online CNG stations in Greater Noida during the

year 2009-10.

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The Company plans to expand its PNG network at a fast pace

in Noida and Greater Noida during the year.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217(2AA) of the

Companies Act, 1956, your Directors hereby confirm that:

i) in the preparation of Annual Accounts for the financial

year ended March 31, 2009, the applicable accounting

standards have been followed;

ii) they have selected such accounting policies and applied

them consistently except where otherwise stated in the

Notes to Accounts and made judgments and estimates

that are reasonable and prudent so as to give a true and

fair view of the state of affairs of the Company at the

end of the financial year and of the profit of the Company

for the year under review;

iii) they have taken proper and sufficient care for the

maintenance of adequate accounting records in

accordance with the provisions of the Companies Act,


Shri R.S. Pandey, Secretary, Ministry of Petroleum & Natural Gas enquires about PNG installation during his visit at

Sarai Kale Khan CNG station of IGL.

1956 for safeguarding the assets of the Company and

for preventing and detecting fraud and other

irregularities; and

iv) they have prepared the Annual Accounts for the Financial

Year ended 31 st March, 2009 on a going concern basis.

BOARD OF DIRECTORS

Shri Rajesh Vedvyas, nominee of GAIL (India) Ltd. was

appointed as Managing Director in place of Shri Om Narayan

w.e.f. July 29, 2008.

Shri S. Radhakrishnan, nominee of BPCL was appointed as

Chairman of the Board w.e.f. January 14, 2009 in place of Dr.

U.D. Choubey.

Shri B.C. Tripathi, nominee of GAIL was appointed as

Additional Director w.e.f. February 1, 2009 in place of Dr.

U.D. Choubey.

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Shri S.S. Dalal and Shri R.K. Verma retire by rotation at the

ensuing Annual General Meeting and being eligible, offer

themselves for reappointment.

The Board takes this opportunity to place on record its

appreciation for valuable contribution made by Dr. U.D.

Choubey and Shri Om Narayan during their tenure as Board

Members.

AUDITORS

M/s Deloitte Haskins & Sells, Chartered Accountants, Auditors

of the Company retire at the ensuing Annual General Meeting

and being eligible, offers themselves for reappointment.

CONSERVATION OF ENERGY AND TECHNOLOGY

ABSORPTION, FOREIGN EXCHANGE EARNINGS

AND OUTGO

The information in accordance with the provisions of Section

217(1)(e) of the Companies Act, 1956 read with the


Companies (Disclosure of Particulars in the Report of Board

of Directors) Rules, 1988 is annexed hereto.

CORPORATE GOVERNANCE

As per the requirements of the Clause 49 of the Listing

Agreement with the Stock Exchanges a detailed Report on

Corporate Governance is annexed as part of the Annual Report.

HUMAN RESOURCES

During the year your Company enjoyed harmonious and

cordial human relations amongst all its employees. Your

Company continued its HR efforts of providing developmental

inputs to employees through outbound team building training

programmes to develop their knowledge, skills and attitudes.

A statement showing particulars of employees under Section

217 (2A) of the Companies Act, 1956 is annexed.

FIRE AND SAFETY

Fire & Safety related issues are accorded top-most priority in

your Company. Practical fire fighting training are imparted

on a regular basis to the employees, DSM’s, Station Operators,

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DTC Drivers and consumers of CNG and PNG. Beside this,

your Company has made arrangements to impart two days

certified external training to all contract personnel working

at CNG stations from a recognized training institute. In line

with the commitment for safety of CNG consumers and

energy conservation, safety checks of CNG propelled cars

were carried out through free service camps of CNG Kits

across NCT of Delhi.

Random inspections are made to check compliances of safety

standards, statutory provisions & also to detect unsafe

conditions arising out of gas leakage from the CNG kits in

order to ascertain safety of the vehicles & the occupants. Full

day safety training of DTC & Non DTC drivers are arranged

in batches along with Department of Surface Transport, DTC

and Delhi Fire Service.

In order to ensure safety of children travelling in CNG propelled

school buses, your Company took up a special drive to educate

the bus drivers and staff of school buses this year during the

safety week campaign. Drivers & staff of more than 250 school

buses were imparted Fire Safety Training by IGL during this

drive.

HE Dr. Mohammed bin Hamad Al Rumhy, Minister of Oil and Gas, Sultanate of Oman, inaugurates the IGL Stall at PETROTECH 2009

in the presence of Shri Ashok Sinha, Chairman & Managing Director, BPCL.


External Safety Audit, Hazop & Risk assessment of CNG

Stations and PNG installations are carried out by third parties

and recommendations / observations are complied with.

It is a result of good safety culture throughout the Company

that your Company has crossed 50 million man hours without

any reportable lost time accident.

SOCIAL RESPONSIBILITY

Your Company has been continuously working towards the

environment clean-up through reduction in vehicular pollution

by providing eco-friendly fuel to the public transport system

as well as to the private vehicles in the NCT of Delhi and

NCR towns of Noida and Greater Noida. The contribution

made by the Company has been recognized at various national

& international forums.

The Company is also providing cheaper environment friendly

fuel to household consumers in the form of Piped Natural

Gas (PNG) through pipelines and has constantly aimed for

achieving improved customer services by supplying

uninterrupted, economic and environment friendly fuel to its

valued customers.

During the year, as a part of Corporate Social Responsibility

programme, your Company also contributed to NGOs

working in the field of health and welfare.

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ACKNOWLEDGEMENTS

Your Directors express their gratitude to the Ministry of

Petroleum & Natural Gas, State Governments of NCT of Delhi

& Uttar Pradesh and Promoter Companies (GAIL & BPCL)

for their continuous patronage & support throughout the year.

The Directors also acknowledge the support of all the Local

Authorities, Bankers, Media, Station Operators & their

employees, contractors, vendors and suppliers.

The Directors place on record their deep appreciation towards

IGL’s valued customers for their continued cooperation &

support and look forward to the continuance of this

relationship in future also.

The Directors wish to express their gratitude to all the

shareholders for their continued trust and support.

The Directors also sincerely acknowledge the contributions

made by all the employees of IGL for their dedicated services

to the Company.

For and on behalf of Board of Directors

sd/- sd/-

Manmohan Singh Rajesh Vedvyas

Director (Commercial) Managing Director

Place : Mumbai

Date : May 27, 2009

Dr. U.D. Choubey, Chairman & Managing Director, GAIL (India) Ltd., fills CNG in a car in the presence of Mr. B.C. Tripathi, Director

(Marketing), GAIL (India) Ltd. to mark the beginning of online supply of CNG in Noida.


Dr. U.D. Choubey, Chairman & Managing Director, GAIL (India) Ltd., inaugurates the online supply of CNG in Greater Noida

by switching on the compressor.

A. CONSERVATION OF ENERGY

Your Company has taken various steps for conservation of

Energy, which are as under:

1) In Galileo compressor, frequent tripping and gas loss

problem was observed. Galileo compressor panel and

wiring has been modified and junction boxes have been

shifted outside the package. This has reduced gas loss

due to frequent tripping of the machine.

2) In FTI dispensers, frequent failure and internal leakages

was observed in AQUA make Pressure control valve.

Some modifications have been done in tubing and these

valves have been replaced with RHPS make PCV. This

has reduced gas leakage and breakdown.

3) In DR compressor frequent tripping and gas loss problem

was observed due to malfunctioning of Fisher make PRV

(BDV to suction line). Piping was modified and these

PRV’s were replaced with Nirmal make PRV on few

machines. This has reduced gas loss and tripping of

machine.

ANNEXURE TO DIRECTORS’ REPORT

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Disclosure of particulars with respect to conservation of energy

is given in Form-A annexed.

B. TECHNOLOGY ABSORPTION

Efforts made in technology absorption are given in Form-B

annexed.

C. FOREIGN EXCHANGE EARNING AND OUTGO

1) Activities relating to Exports :

The Company is in retail distribution business of natural

gas in NCT of Delhi and nearby towns. Considering the

area of operations and product of the Company, export

related activities are not pertinent.

2) Total foreign exchange used & earned :

During the year under review, the foreign exchange

earning and outgo are given below:

(Rs. In Million)

Foreign Exchange Earned 0.05

Foreign Exchange Used 592.44


FORM-A

DISCLOSURE OF PARTICULARS WITH RESPECT TO

CONSERVATION OF ENERGY

Power and Fuel Consumption Current Year Previous Year

2008-09 2007-08

1. Electricity

a) Purchased Units (KVAH) 1,76,98,415 88,52,309

Total Amount (Rs. In Million) 110.39 53.94

Rate / Unit (Rs.) 6.24 6.09

b) Own Generation

Through Diesel Generator (KWH) 3,88,809 3,12,774

Units (KWH) Per Litre of Diesel Oil 3.87 3.87

Cost per Unit (Rs.) 8.32 7.91

2. Coal NIL NIL

3. Furnace Oil / Liquid Fuel (LSHS) NIL NIL

Qty (MT)

Total Amount (Rs.)

Avg. Rate (Rs. / MT)

4. Other / Internal Generation NIL NIL

Gas Quantity

Total Cost (Rs.)

Rate / Unit

Shri L. Mansingh, Chairman, Petroleum & Natural Gas Regulatory Board (PNGRB) inaugurates the IGL Stall at NGV India 2009.

10


FORM-B

EFFORTS MADE IN TECHNOLOGY ABSORPTION ARE GIVEN BELOW:

Research & Development

1. Specific areas in which R&D carried i) In Burckhardt 400 SCMH package engine jacket water

out by the Company temperature use to go beyond trip limits, during high ambient

temperature. The same has been overcome by installing

additional motor driven forced draft external radiator.

ii) In ten Galileo compressors Safex Panel did not work for CO2 flooding system. Wiring was modified and incorporated in

existing PLC panel. This has prevented the false alarms and

tripping of machine.

iii) In DR machines it was observed that reset push button was

being bypassed to avoid tripping of the machines. Software has

been modified to overcome this problem to ensure safe

operation of the machine.

iv) Component level repair of the dispenser electronic cards has

been started successfully.

v) In old dispensers frequent problem of auto cut was observed at

200 bar. To overcome the problem ‘COMPAC’ make PRV are

being installed successfully. This will help in dispensing of gas at

safe pressure.

2. Benefits derived as a result of The Company has derived benefits in the form of Cost savings

the above R&D and improved operational efficiency of equipments.

3. Expenditure incurred on R&D No direct expenditure.

i. Capital

ii. Recurring

iii. Total

iv. % of total R&D expenditure

with total turnover

A check up camp for school buses in progress during the Fire and Safety Week.

11


Technological Adaptation and Innovation

1. Efforts in brief made towards technology

adaptation & innovation.

2. Benefits derived as a result of the above effort

e.g. product improvement, cost reduction,

product development, import substitution etc.

3. In case of imported technology (imported during

the last 5 years reckoned from the beginning of

the financial year), following information may be

furnished.

a) Technology imported

b) Year of import

c) Has technology been fully absorbed?

d) If not fully absorbed, areas where this has

not taken place reasons therefore and

future plans of action.

STATEMENT OF PARTICULARS UNDER SECTION 217 (2A) OF THE COMPANIES ACT, 1956 READ WITH THE

COMPANIES (PARTICULARS OF EMPLOYEES) RULES, 1975 FOR THE YEAR ENDED MARCH 31, 2009 AND

FORMING PART OF THE DIRECTORS’ REPORT

S. Name Qualification Designation Date of Experience Age Remuneration Previous

No. Joining (in Years) (in Years) (in Rs.) Employment /

Designation

1 Ashim Batra BE (Mech.), CGM 23.06.2003 25 48 26,36,476 VieTrans Private

MBA (Marketing) Limited / Vice

President Sales

2 Rajesh Agrawal CA, CS CGM (Finance) 16.01.2006 27 51 24,918,70 IBP Co. Limited /

DGM Finance

Notes :

i) The remuneration shown above comprises of salary, allowances, leave travel assistance, ex-gratia, profit sharing, Company’s contribution

to Provident Fund, gratuity and other perks.

ii) The appointments of above mentioned employees are in terms of their letters of appointment and applicable Company rules & regulations.

iii) None of the employees mentioned above is related to any Director of the Company.

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Continued indigenous development of various spares of gas

compressor like piston rings, interstage gas packing, valves

etc.

Overall reduction of cost on spares.

Nil

Nil


REPORT ON CORPORATE GOVERNANCE

I. COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE

The Company’s philosophy on the Code of Corporate Governance is:

(a) To ensure transparency, high degree of disclosure and adequate control system;

(b) To ensure that the decision making process is systematic and rational;

(c) To ensure full commitment of the Management to maximize shareholders value;

(d) To ensure that the employees of the Company subscribe to the corporate values and apply them in their conduct

II. BOARD OF DIRECTORS

COMPOSITION:

The Company has seven Directors on its Board comprising two Executive Directors namely Managing Director and Director

(Commercial) and five Non-Executive Directors.

The composition and category of Directors along with other Directorships or Memberships in Board Committees as on March

31, 2009:

Name of Category Directorship Membership in Chairmanship in

Directors in other Committees of Committees of

Public Limited Board of other Board of other

Companies (*) Companies Companies

Shri S. Radhakrishnan Non-Executive 3 NIL NIL

(Chairman)

Shri Rajesh Vedvyas Executive NIL NIL NIL

(Managing Director)

Shri Manmohan Singh Executive NIL NIL NIL

Director

(Commercial)

Shri B.C. Tripathi Non-Executive 6 NIL NIL

Shri S. S. Dalal Non-Executive, 13 7 2

Independent

Shri S. S. Rao Non-Executive, 2 2 NIL

Independent

Shri R. K. Verma Non-Executive, 4 NIL NIL

Independent

(*) This does not include Unlimited Companies, Foreign Companies, Private Limited Companies and Companies under Section

25 of the Companies Act, 1956 and Alternate Directorship in a Company.

As per requirement of Clause 49 of Listing Agreement, membership of Directors in Audit and Share Transfer & Investors

Grievance Committee have been considered.

The Board of the Company comprises seven directors, of which three are independent directors. As per the requirement of

Clause 49 I(A), relating to the composition of Board, atleast one half of the Board should comprise independent directors. The

Company is in the process of inducting one more independent director on its Board.

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BRIEF RESUME OF DIRECTORS SEEKING APPOINTMENT/ RE-APPOINTMENT

1. Shri Rajesh Vedvyas

Shri Rajesh Vedvyas, aged 55 years, joined the Company on July 29, 2008. He is an Electronics & Communication Engineer

from Punjab Engineering College, Chandigarh. He was Zonal Head of GAIL (India) Ltd. at Hyderabad prior to joining IGL.

Shri Vedvyas had worked in Projects, Marketing and Operations during his 23 years of service in GAIL. Prior to joining

GAIL in 1985, he had worked for more than 8 years in Indian Oil Corporation. He has a rich and diverse experience of 31

years in oil & gas sector.

2. Shri S. S. Dalal

Shri S. S. Dalal, aged 51 years, is the Vice-Chairman of IL & FS Investment Managers Limited. He is Management Graduate

with over 26 years of experience. His areas of expertise includes project finance, marketing, credit evaluation, raising of

resources etc.

3. Shri B.C. Tripathi

Shri B. C. Tripathi, aged 49 years is Director (Marketing) of GAIL (India) Limited. He is a Mechanical Engineer from NIT

Allahabad, formerly known as Moti Lal Nehru Regional Engineering College, Allahabad. He joined GAIL during its inception

in 1984 and has over 25 years experience in the Gas Sector. Prior to joining GAIL he had worked in ONGC.

4. Shri R. K. Verma

Shri R. K. Verma, aged 50 years, is a senior IAS officer of 1984 batch, presently holding position of Secretary-cum-

Commissioner (Transport), Government of NCT of Delhi.

ATTENDANCE OF DIRECTORS AT BOARD MEETINGS AND LAST ANNUAL GENERAL MEETING:

During the Financial Year ended March 31, 2009, four Board meetings were held on June 18, 2008, July 22, 2008, October 24,

2008 and January 30, 2009. The last Annual General Meeting was held on July 22, 2008.

The attendance of each Director at Board Meetings and the last Annual General Meeting was as under:

Name of the Directors No. of Meetings Attendance Attendance at Last

Attended (% thereof)* AGM

Dr. U. D. Choubey ** 3 75 Present

Shri S. Radhakrishnan *** 4 100 Present

Shri Om Narayan # 2 100 Present

Shri Rajesh Vedvyas ## 2 100 Not Applicable

Shri Manmohan Singh 4 100 Present

Shri S. S. Dalal 3 75 Present

Shri S. S. Rao 4 100 Present

Shri R. K. Verma Nil Nil Absent

Shri B. C. Tripathi ### - - Not Applicable

* Percentage computed by considering the meetings attended with the total meetings held during their tenure.

** Dr. U.D. Choubey ceased to be a Director w.e.f February 1, 2009.

*** Shri S. Radhakrishnan appointed as Chairman of Board of Directors of the Company w.e.f. January 14, 2009.

# Shri Om Narayan ceased to be a Director w.e.f. July 29, 2008.

## Shri Rajesh Vedvyas appointed as Managing Director w.e.f. July 29, 2008.

### Shri B.C. Tripathi appointed as Additional Director w.e.f. February 1, 2009.

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CODE OF CONDUCT

The Board of Directors has laid down a Code of Conduct, which is applicable to all Directors and Senior Management of the

Company. The Code has also been posted on the website of the Company.

All Board Members and Senior Management Executives have affirmed compliance with the Code of Conduct.

The declaration signed by the CEO affirming compliance to the Code by the Board of Directors and the Senior Management has

been placed as an annexure to the Report.

III. AUDIT COMMITTEE

COMPOSITION:

The Audit Committee comprises of three Directors of which all are Non-Executive and two are Independent Directors. The

Chairman of the Committee is a Non-Executive Independent Director. All Members of the Committee have good financial and

accounting knowledge. The Managing Director, Director (Commercial), Statutory Auditors and Internal Auditors are invitees to

the Audit Committee Meetings. The Company Secretary acts as a Secretary to the Committee.

The minutes of the Audit Committee Meetings are noted by the Board of Directors at the subsequent Board Meeting.

The constitution of the Audit Committee as on 31 st March 2009: -

1) Shri S. S. Dalal : Chairman, Independent, Non-Executive.

2) Shri S. S. Rao : Member, Independent, Non-Executive.

3) Shri B. C. Tripathi : Member, Non-Executive.

SCOPE & FUNCTIONS OF AUDIT COMMITTEE:

The Term of Reference of Audit Committee includes overseeing the audit functions, review of Company’s financial performance,

review critical findings of Internal Audit, compliance with the Accounting Standards & all other matters specified under Clause

49 of the Listing Agreement with the Stock Exchanges and in Section 292A of the Companies Act, 1956.

MEETINGS AND ATTENDANCE:

During the financial year ended March 31, 2009, five Audit Committee Meetings were held on June 18, 2008, July 22, 2008,

October 24, 2008, January 30, 2009 and March 30, 2009.

The attendance of Audit Committee Members was as under: -

Name of the Member No. of Meetings Attended

Shri S. S. Dalal 4

Shri S. S. Rao 5

Shri S. Radhakrishnan * 4

Shri B.C. Tripathi ** Nil

* Shri S. Radhakrishnan ceased to be a member w.e.f. 1 st February 2009

** Shri B.C. Tripathi appointed as a member w.e.f. 1 st February 2009

IV. REMUNERATION / SITTING FEES PAID TO DIRECTORS

(a) Executive Directors:

The Managing Director and Director (Commercial) are nominated by GAIL (India) Ltd. and BPCL respectively and the terms

and conditions of their appointment including remuneration are advised by their parent organizations.

15


The remuneration paid to the Executive Directors during the financial year are given below:

S. Name of Directors Salary & Perquisites Commission Contribution to Total

No. Allowances on Profits PF & Other Funds (In Rs.)

1. Shri Rajesh Vedvyas * 8,42,702 2,45,369 __ 62,814 11,50,885

2. Shri Manmohan Singh 15,55,066 5,99,545 __ 86,470 22,41,081

3. Shri Om Narayan ** 5,62,151 75,800 5,59,062 99,942 12,96,955

* Appointed as Managing Director w.e.f. July 29, 2008.

** Ceased to be Managing Director w.e.f. July 29, 2008.

Notes :

The aforesaid remuneration does not include :

• Rs.5,59,062 paid to Shri Manmohan Singh, Director (Commercial) towards commission on profit for the financial year

2007-08, since the amount was refunded by him and the same was subsequently paid to his parent organization BPCL as

per his advice.

• Rs.15,00,000/- payable to Executive Directors as commission on profit based on the period of directorship held during the

financial year ended on 31.03.2009, since the amount will be paid to their parent organization as per their advice.

Executive Directors are not paid any sitting fees for attending Board/ Committee meetings.

(b) Non-Executive Directors:

During the financial year under review total commission on profit of Rs.27,95,310/- was paid to Non-executive Directors / their

parent organisations for the financial year 2007 – 08. Total commission on profit of Rs.37,50,000/- is payable to non-executive

directors / their parent organisations for the financial year 2008-09.

Non-Executive Directors are paid sitting fees of Rs. 20,000/- & Rs. 10,000/- for attending each Board meeting & Committee

meeting respectively. Total sitting fees paid during the financial year under review was Rs.5,20,000/-

The Non-Executive Directors have disclosed that they do not hold any shares in the Company.

V. SHARE TRANSFER & INVESTORS GRIEVANCE COMMITTEE

COMPOSITION:

The Share Transfer & Investors Grievance Committee constituted by the Board comprises of four members with an Independent

Non-Executive Director as Chairman of the Committee.

The constitution of the Share Transfer & Investors Grievance Committee as on March 31, 2009:

(1) Shri S. S. Dalal : Chairman, Independent, Non-Executive

(2) Shri S. S. Rao : Member, Independent, Non-Executive

(3) Shri Rajesh Vedvyas : Member, Executive

(4) Shri Manmohan Singh : Member, Executive

SCOPE & FUNCTIONS OF SHARE TRANSFER & INVESTORS GRIEVANCE COMMITTEE:-

The scope & functions of the Committee inter alia include approval of transfer and transmission of shares and other matters like

consolidation/ splitting of certificates, issue of duplicate share certificates, dematerialisation/ rematerialisation of shares in stipulated

period of time. The Committee also supervises the system of redressal of Investors Grievances and ensures cordial investors

relations. Details of share transfer/rematerialisation/transmission etc as approved by the Committee are placed at the Board

Meetings from time to time.

COMPLIANCE OFFICER:-

Shri S.K. Jain, Company Secretary is the Compliance Officer.

16


DETAILS OF SHAREHOLDERS’ COMPLAINTS RECEIVED & REPLIED TO THE SATISFACTION OF

SHAREHOLDERS:-

The Company received 268 complaints during the year, which were duly attended & replied. There was no complaint pending

as on March 31, 2009.

VI. GENERAL BODY MEETINGS

The location, time and details of Special Resolutions passed in the last three Annual General Meetings were as under:

Meeting Date Time Venue Details of Special

Resolutions Passed

7 th AGM September 11:30 a.m. Siri Fort Auditorium 1. Re-appointment of Statutory

14, 2006 Complex, New Delhi. Auditors of the Company.

2. Re-appointment of Mr. A.K. De

as Managing Director.

8 th AGM September 11:30 a.m. Sri Sathya Sai 1. Appointment of Statutory

12, 2007 International Centre, Auditors of the Company.

New Delhi 2. Appointment of Mr. Om Narayan

as Managing Director & approval

of his remuneration.

3. Appointment of Mr. Manmohan Singh

as Director (Commercial) &

approval of his remuneration.

9 th AGM July 11:30 a.m. Sri Sathya Sai 1. Appointment of Statutory Auditors

22, 2008 International Centre, of the Company.

New Delhi 2. Amendment in Article 121 A(ii)

of Articles of Association of

the Company.

3. Payment of commission out of

profits to the Directors of

the Company.

During the year ended 31 st March, 2009 there have been no resolutions passed by the Company’s shareholders through postal

ballot. At the ensuing Annual General Meeting, there is no resolution proposed to be passed by postal ballot.

VII. DISCLOSURES

(a) Related Party Transactions

Although the Company has entered into transactions of material nature with the Promoters, Directors or the Management,

they do not have potential conflict with the interests of the Company at large. Transactions with related parties are being

disclosed separately in the Annual Report.

(b) Compliances by the Company

During the last three years, there were no strictures or penalties imposed on the Company either by the Stock Exchanges or

SEBI, or any statutory authority for non-compliance of any matter related to capital markets.

VIII. MEANS OF COMMUNICATION

The quarterly and half-yearly results are forthwith communicated to the Bombay Stock Exchange Limited and the National

Stock Exchange, with whom the Company has listing arrangements, as soon as these are approved and taken on record by the

Board of Directors of the Company. The results are published in leading newspapers, such as Business Standard / Financial

Express in English, Rashtriya Sahara / Jansatta in Hindi, alongwith the official news releases.

17


The results are also put-up on Company’s website : www.iglonline.net

For investors, the Company has created a separate e-mail ID : investors@igl.co.in

Management Discussion & Analysis is separately annexed and is forming a part of Annual Report.

IX. GENERAL SHAREHOLDER INFORMATION

(a) Annual General Meeting:-

The 10th Annual General Meeting of the Company is scheduled to be held on: -

Date and Time : July 29, 2009 at 12 noon

Venue : Sri Sathya Sai International Centre, Lodhi Road,

New Delhi

(b) Financial Calendar (Tentative):

The Quarterly results will be taken on record by the Board of Directors as per the following schedule:

Quarter ending June 30, 2009 : On or before 31.07.2009

Quarter ending September 30, 2009 : On or before 31.10.2009

Quarter ending December 31, 2009 : On or before 31.01.2010

Quarter ending March 31, 2010 : On or before 30.04.2010

(c) Date of Book Closure for Dividend: July 22, 2009 to July 29, 2009 (both days inclusive)

(d) Dividend Payment Date: On or after August 04, 2009.

(e) Listing on Stock Exchanges:

Name of Stock Exchanges Stock Code

Bombay Stock Exchange 532514

National Stock Exchange IGL

(f) ISIN Number : INE203G01019

(g) Market Price Data & Share price performance:

AT BOMBAY STOCK EXCHANGE (BSE)

MONTH IGL BSE (SENSEX)

HIGH (Rs.) LOW (Rs.) HIGH LOW

April 2008 138.80 118.10 17481 15298

May 2008 132.00 111.05 17736 16196

June 2008 127.10 109.00 16633 13406

July 2008 117.50 101.30 15130 12514

August 2008 125.00 107.05 15580 14002

September 2008 123.00 106.00 15107 12154

October 2008 118.35 92.10 13204 7697

November 2008 112.85 101.50 10945 8316

December 2008 105.60 98.00 10189 8467

January 2009 116.80 101.80 10470 8632

February 2009 113.70 98.25 9725 8619

March 2009 110.25 95.40 10127 8047

18


AT NATIONAL STOCK EXCHANGE (NSE)

MONTH IGL S & P CNX NIFTY

HIGH (Rs.) LOW (Rs.) HIGH LOW

April 2008 138.00 106.50 5231 4629

May 2008 132.40 119.35 5299 4802

June 2008 128.90 109.00 4909 4022

July 2008 117.40 101.05 4539 3790

August 2008 118.80 108.00 4650 4202

September 2008 133.00 106.00 4558 3715

October 2008 132.70 92.50 4001 2253

November 2008 111.50 101.45 3241 2503

December 2008 107.00 96.80 3110 2571

January 2009 116.80 101.50 3147 2662

February 2009 112.80 100.00 2970 2678

March 2009 111.50 96.00 3123 2539

(h) Registrar and Share Transfer Agent: -

The Company has appointed M/s. Karvy Computershare Private Limited, Hyderabad as its Registrar and Share Transfer Agent,

to whom communications regarding change of address, transfer of shares, change of mandate etc. can be addressed. The

address of the Registrar and Share Transfer Agents is as under: -

Karvy Computershare Private Limited, Unit- Indraprastha Gas Limited

Plot No : 17- 24, Vittal Rao Nagar, Madhapur, Hyderabad - 500081

Tel. Nos : 040-23420815 - 28. Fax Nos : 040-23420814/23420857.

E-Mail Address : mailmanager@karvy.com Website : www.karvycomputershare.com

Detailed list of Karvy Investors Centres is available at their website.

(i) Share Transfer System: -

The shares of the Company are compulsorily traded in dematerialized form. Shares received in physical form are transferred

within a period of 30 days from the date of receipt of request subject to documents being found valid and complete in all

respects.

(j) Share-holding Pattern by Size as on March 31, 2009: -

S. CATEGORY NO. OF SHARE- % OF SHARE- AMOUNT % OF

No. AMOUNT (RS.) HOLDERS HOLDERS (RS.) AMOUNT

FROM TO

1 1 5000 67366 94.57 75399740 5.39

2 5001 10000 2190 3.07 17957570 1.28

3 10001 20000 870 1.22 13109640 0.94

4 20001 30000 260 0.37 6742180 0.48

5 30001 40000 102 0.14 3715150 0.26

6 40001 50000 91 0.13 4300010 0.31

7 50001 100000 132 0.19 9707040 0.69

8 100001 & ABOVE 220 0.31 1269070270 90.65

TOTAL 71231 100.00 1400001600 100.00

19


(k) Categories of Shareholding as on March 31, 2009:

S. CATEGORY NO. OF TOTAL NO. OF % TO SHARE

NO. SHAREHOLDERS SHARES HELD. CAPITAL

A PROMOTERS HOLDING

- Indian Promoters 2 63000080 45.00

B NON PROMOTERS HOLDING

Institutions

- Mutual Funds/UTI 54 19771891 14.12

- Financial Institutions/ Banks 7 2339679 1.67

- State Govt. 1 7000000 5.00

- Insurance Companies 4 3419903 2.44

- Foreign Institutional Investors 41 24048463 17.18

Non- Institutions

- Bodies Corporate 1062 6254528 4.47

- Individuals 69228 13526752 9.67

- Any Other :

(i) Non resident Indians 748 577953 0.41

(ii) Trusts 4 2755 0.00

(iii) Clearing Members 80 58156 0.04

TOTAL 71231 140000160 100.00

(l) Dematerialisation of Shares and Liquidity: -

The shares of the Company are compulsorily traded in dematerialized form, 72.49% of equity shares have been dematerialized

as on March 31, 2009.

The equity shares of the Company are actively traded at BSE & NSE.

(m) Outstanding GDRs/ ADRs/ Warrants or any Convertible instruments, conversion date and likely impact on

equity: -

The Company had not issued any GDRs/ADRs/Warrants etc.

(n) Address for Correspondence: -

The Company Secretary,

Indraprastha Gas Limited,

IGL Bhawan, Plot No.4, Community Centre,

Sector-9, R.K. Puram, New Delhi-110022

Tel No : 011-46074607. Fax No : 011-26171863.

E-Mail IDs : skjain@igl.co.in, investors@igl.co.in

(o) Plant Locations: -

The Company has 171 CNG stations as on March 31, 2009 spread all around the National Capital Territory of Delhi, besides 10

stations in National Capital Region.

20


NON-MANDATORY REQUIREMENTS

(1) CHAIRMAN OF THE BOARD

The Company has a Non-Executive Chairman and it bears the expenses, if any, incurred by him while performing duties for the

Company.

(2) REMUNERATION COMMITTEE

The Board of Directors of the Company has constituted a Remuneration Committee. The scope and functions of which are as

per Clause 49 of the Listing Agreement. The Managing Director and Director (Commercial) are nominated by GAIL (India) Ltd.

and BPCL respectively and the terms & conditions of their appointment including remuneration are advised by their parent

organizations.

During the year the Remuneration Committee consisted of following Directors:

1) Shri S. S. Dalal : Chairman, Non-Executive & Independent,

2) Shri S. S. Rao : Member, Non-Executive & Independent

(3) SHAREHOLDERS RIGHT

As the Company’s half-yearly results are published in English newspapers having circulation all over India and in a Hindi newspaper

widely circulated in Delhi, the same are not sent to each household of shareholders.

Quarterly/Half yearly financial performance of the Company are displayed on the website of the Company at www.iglonline.net

and also on the Electronic Data Information Filing and Retrieval System (EDIFAR), website of SEBI.

(4) WHISTLE BLOWER POLICY

The Company has a Whistle Blower Policy for employees to report irregularities/suspicions of fraud and unethical behaviour to

the Chairman of Audit Committee.

DECLARATION

As provided under Clause 49 of the Listing Agreement with the Stock exchange(s), it is hereby declared that all the Board

members and the Senior Management personnel of the Company have affirmed compliance with the Code of Conduct for the

year ended March 31, 2009.

sd/-

Place : Mumbai (Rajesh Vedvyas)

Date : May 27, 2009 Managing Director

21


TO THE MEMBERS OF

INDRAPRASTHA GAS LIMITED

AUDITOR’S CERTIFICATE

ON CORPORATE GOVERNANCE

1. We have examined the compliance of conditions of Corporate Governance by Indraprastha Gas Limited (‘the

Company’), for the year ended on 31 March, 2009, as stipulated in clause 49 of the Listing Agreement of the Company

with the stock exchanges.

2. The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination has

been limited to a review of the procedures and implementations thereof, adopted by the Company for ensuring the

compliance of the conditions of the Corporate Governance as stipulated in the said clause. It is neither an audit nor an

expression of opinion on the financial statements of the Company.

3. In our opinion and to the best of our information and according to the explanations given to us, we certify that except with

regard to requirement of inducting one more independent director on the Board of the Company as mentioned in para II of the

Report on Corporate Governance, the Company has complied with the conditions of Corporate Governance in all material

aspects, as stipulated in clause 49 of the above mentioned Listing Agreement.

4. We state that such compliance is neither an assurance as to the future viability of the Company nor of the efficiency or

effectiveness with which the management has conducted the affairs of the Company.

22

For DELOITTE HASKINS & SELLS

Chartered Accountants

sd/-

JITENDRA AGARWAL

Place : Mumbai Partner

Date : May 27, 2009 Membership No. 87104


MANAGEMENT DISCUSSION AND ANALYSIS

Nature of Business

The Company is in retail gas distribution business of supplying Compressed Natural Gas (CNG) to transport sector, Piped

Natural Gas (PNG) to domestic & commercial sectors and Re-gassified Liquid Natural Gas (R-LNG) to industrial sector.

CNG is a safe, economical & environment friendly fuel for transport sector. It is replacing traditional fossil fuels of petrol & diesel

as in running cost of the vehicles, it is about 66% cheaper than Petrol and about 40% cheaper than diesel.

PNG, the other fuel supplied by the Company is a safe, convenient and reliable fuel for household kitchens as well as for

commercial users such as hotels, hospitals, embassies, restaurants etc.

The Company is supplying R-LNG to 15 industrial consumers in NCT of Delhi.

Outlook on Opportunities

Natural gas has emerged as ‘fuel of choice’ all over the world and is considered as ‘fuel of the future’. The Indian Gas market has

been a supply constraint market. However, with the availability of KG basin gas and import of R-LNG, this scenario is undergoing

change. The increased availability of gas would meet the requirement of power, fertilizer and fast emerging City Gas distribution

business in the country.

Petroleum & Natural Gas Regulatory Board (PNGRB) has already started the process of bidding for setting up City Gas Distribution

Projects in various cities. As a result, a large number of City Gas Distribution Companies for supply of CNG & PNG are coming

up in various parts of the country. IGL, being pioneer and success story in establishing CNG as a fuel for transportation sector in

NCT of Delhi, is being looked as a role model by these new City Gas Distribution Companies.

The Company has been given marketing exclusivity in the NCT of Delhi for three years starting from 1 st January 2009 and

network exclusivity for twenty five years by PNGRB.

In the NCT of Delhi, the Company look forward many opportunities in CNG as well as PNG segments such as:-

CNG :

– Large scale conversion of petrol driven private vehicles to CNG mode.

– Conversion of existing fleet of LCVs in Delhi to CNG mode.

– Introduction of Radio Taxis and high capacity buses running on CNG.

– Increase of CNG variant models by car manufacturers.

– Free movement of commercial vehicles all across NCR.

– Introduction of 2-wheelers on CNG.

PNG :

Piped Natural Gas (PNG) has become extremely popular kitchen fuel to replace LPG cylinders. Considering the total number

of LPG users in Delhi and intentions of the government to remove subsidy on LPG cylinders in a phased manner, there is a huge

potential in PNG segment. The Company has already covered nearly 90 colonies and plans to expand its PNG infrastructure so

as to cover the entire Delhi in a phased manner in the coming years.

Besides vast potential demand of CNG & PNG in NCT of Delhi, the Company has already spread its wings beyond NCT of

Delhi by commencing online CNG dispensing in NCR towns of Noida and Greater Noida. The Company has also geared itself

for competitive bidding being done by PNGRB for setting up of City Gas Distribution Projects in various cities.

R-LNG:

In NCT of Delhi and NCR towns there is significant demand potential for gas from industrial and large commercial consumers.

In the past it has remained untapped due to supply constraint of gas. However, with the increasing availability of gas your

23


Company intends to keep it as a focus area with target to add more and more industrial and large commercials in our customer

base. This would have positive impact both on the turnover and profitability of the Company.

Outlook on Threats, Risks & Concerns

PNGRB has issued Regulations for authorization, exclusivity, tariffs, technical standards, service obligations etc. for City Gas

Distribution Companies. These regulations are having ramifications on the business of the Company, however, the Company is

fully geared up to take new challenges in the emerging competitive environment.

The Company has been given marketing exclusivity in NCT of Delhi for a period of three years. Thereafter, the field would be

open for competition in this geographical area. However, with its first mover advantage and better understanding of the needs

of its customers, the Company would be able to retain its position in the market.

As regards supply of natural gas under Administered Price Mechanism (APM) is concerned, GAIL (India) Limited is the sole

supplier to the Company. GAIL being one of the promoters of the Company, IGL does not foresee any risk over supply of

natural gas. Moreover, gas purchase agreement with GAIL assures us of priority supply in the event of stoppage or any disruption

in supply. In addition, the Company has signed agreements with BPCL and GAIL for additional gas.

The Company has set up 181 CNG stations spread all over the Delhi, Noida & Greater Noida to meet the demand of transportation

sector. Due to recent growth in CNG vehicles, especially private cars, there has been a need to add more CNG stations for

which the speedy allocation of land from land owning agencies had been a matter of concern. However, with the support of

Delhi Government, the Company is confident to get adequate numbers of land for setting up new CNG stations before the

forthcoming Commonwealth Games in 2010.

Compression capacity has already been augmented at existing CNG stations by putting additional compressors and replacing

low capacity compressors with high capacity compressors. The Company is also trying to add more outlets of Oil Marketing

Companies (OMCs) for providing CNG dispensing facilities.

Performance Review- CNG & PNG

Both CNG & PNG business have performed well during the year 2008-09. The Company sold 605.25 million SCM of Compressed

Natural Gas (CNG) and 54.26 million SCM of Piped Natural Gas (PNG) as against 504.62 million SCM and 42.86 million SCM of

CNG and PNG respectively in the financial year 2007-08.

The Company has an expanding network of 181 stations for supply of CNG as on March 31, 2009. The estimated number of

vehicles using CNG has gone up to more than 2.50 lakhs in March 2009 and our back-end infrastructure, compression capacity,

dispensing outlets are under continuous augmentation to meet the growing demand. The Company has provided PNG connections

to over 1,38,000 domestic and more than 315 commercial customers as on March 31, 2009.

Financial Performance

Gross turnover of Rs. 9697.76 million for the year ended March 31, 2009 showed a growth of 18.71% over the previous year

turnover of Rs.8169.27 million.

Profit before tax has been Rs.2588.60 million as against Rs.2608.95 million in the previous year. Profit after tax has been

Rs. 1724.74 million as compared to Rs. 1744.55 million in the previous year.

The Company is meeting its fund requirement through internal accruals and continue to remain a debt free Company.

Share Capital

Share Capital of the Company comprises Equity Share Capital of Rs.1400 million.

Reserve & Surplus

Reserve & Surplus of the Company were Rs. 5434.17 million as at March 31, 2009 as against Rs. 4364.60 million as at

March 31, 2008.

24


Earnings per share

Earnings per share for the financial year 2008-09 has been Rs. 12.32 compared to Rs. 12.46 in the previous year.

Internal Controls

The Company has adequate Internal control procedures commensurate with its size and nature of its business. During the

financial year 2008-09, M/s S.S. Kothari Mehta & Co., Chartered Accountants carried out internal audits and the internal audit

reports prepared by them were placed before the Audit Committee.

Human Resources

The Company realizes that the challenges of the future can be best met with a competent and motivated human resource. The

Company is taking various HR initiatives to add value to its pool of human talent and integration of individual goals with that of

the Company. The Company is reviewing compensation packages and other facilities of its employees to make them more

competitive and aligned with industry practices. Training & Development of the employees, forms an integral part of Company’s

policy towards achieving its objective. The Company recognizes and appreciates the contribution of all its employees in its

growth path.

Environment Consciousness

Our main product i.e. Compressed Natural Gas by virtue of its physical and chemical properties provides a clean and environment

friendly automotive fuel to transport sector in NCT of Delhi. There has been a visible reduction in vehicular pollution, which has

been appreciated by the people of Delhi. The Company is making continuous efforts to reduce pollution in Delhi and its

adjoining areas. The work done by the Company has been recognized and applauded at various national & international forums.

25


AUDITORS’ REPORT TO THE MEMBERS OF INDRAPRASTHA GAS LIMITED

1. We have audited the attached Balance Sheet of Indraprastha Gas Limited as at 31 March, 2009, the Profit and Loss

Account and the Cash Flow Statement of the Company for the year ended on that date, both annexed thereto. These

financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on

these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that

we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material

misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the

financial statements. An audit also includes assessing the accounting principles used and significant estimates made by

management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a

reasonable basis for our opinion.

3. As required by the Companies (Auditor’s Report) Order, 2003 issued by the Central Government of India in terms of subsection

(4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified

in paragraphs 4 & 5 of the said Order.

4. Further to our comments in the Annexure referred to in paragraph 3 above, we report that:

a. we have obtained all the information and explanations which to the best of our knowledge and belief were necessary

for the purposes of our audit;

b. in our opinion, proper books of account as required by law have been kept by the Company so far as appears from

our examination of those books;

c. the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this report are in agreement

with the books of account;

d. in our opinion, the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this report

comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

e. On the basis of written representations received from directors, as on 31 March, 2009 and taken on record by the

Board of Directors, we report that none of the directors is disqualified as on 31 March, 2009 from being appointed

as a director in terms of clause (g) of sub section (1) of Section 274 of the Companies Act, 1956.

f. in our opinion and to the best of our information and according to the explanations given to us, the said accounts,

together with the notes thereon, give the information required by the Companies Act, 1956, in the manner so

required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i. in the case of the Balance Sheet, of the state of affairs of the Company as at 31 March, 2009;

ii. in the case of the Profit and Loss Account, of the profit of the Company for the year ended on that date; and

iii. in the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

26

For DELOITTE HASKINS & SELLS

Chartered Accountants

sd/-

JITENDRA AGARWAL

Place : Mumbai Partner

Date : May 27, 2009 Membership No. 87104


ANNEXURE TO THE AUDITORS’ REPORT

(Referred to in paragraph 3 of our report of even date)

1. a. The Company has maintained proper records showing full particulars, including quantitative details and situation of

fixed assets.

b. According to the information and explanations given to us, the Company has a phased programme of physical

verification of its fixed assets by which all fixed assets, other than underground gas distribution systems which are

not physically verifiable, are verified over a period of two years. In accordance with this programme, a part of the

fixed assets were verified during the year. In our opinion, the frequency of physical verification is reasonable having

regard to the size of the Company and the nature of its business. No material discrepancies were noticed on such

verification.

c. According to the information and explanations given to us, substantial part of fixed assets has not been disposed of

during the year.

2. a. Inventory comprises Gas and Stores and spares. According to the information and explanations given to us, inventory

of stores and spares has been physically verified during the year by the Management. In our opinion, the frequency

of verification of stores and spares is reasonable. According to the information and explanations given to us, the

stock of gas in pipeline cannot be physically verified and is estimated on volumetric basis.

b. In our opinion, the procedures of physical verification of inventories followed by the Management are reasonable

and adequate in relation to the size of the Company and the nature of its business.

c. In our opinion and according to the information and explanations given to us, the Company has maintained proper

records of its inventories and discrepancies noted between physical inventory and book records were not material

having regard to the size of the operations of the Company and the same have been properly dealt with in the books

of account.

3. According to the information and explanations given to us, the Company has not taken or granted any loans, secured or

unsecured, from/to companies, firms or other parties covered in the register maintained under Section 301 of the Companies

Act, 1956. Accordingly, the provisions of clause 4 (iii) (b), (c), (d), (e), (f) and (g) of the Companies (Auditor’s Report)

Order, 2003 are not applicable to the Company.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system

commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets

and for the sale of goods and services. On the basis of examination of the books of account and records of the Company

and according to the information and explanations given to us, we have neither come across nor have been informed of

any continuing failure to correct major weaknesses in internal control system.

5. Based on the examination of the books of account and related records and according to the information and explanations

given to us, there are no contracts or arrangements with companies, firms or other parties which need to be entered in

the register maintained under Section 301 of the Companies Act, 1956. Accordingly the provisions of clause 4 (v) (b) of the

Companies (Auditor’s Report) Order, 2003 are not applicable to the Company.

6. According to the information and explanations given to us, the Company has not accepted any deposits from the public as

defined under the provisions of section 58A and 58AA of the Companies Act, 1956 and the rules framed thereunder.

7. In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

8. We have broadly reviewed the books of accounts maintained by the Company pursuant to the rules prescribed by the

Central Government for maintenance of cost records under Section 209(l)(d) of the Companies Act, 1956 in respect of its

products and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained.

However, we have not made a detailed examination of the records with a view to determine whether they are accurate

or complete.

27


9. According to the information and explanations given to us and the records of the Company examined by us:

a. The Company has generally been regular in depositing its undisputed statutory dues including Provident Fund,

Employees’ State Insurance, Income Tax, Sales Tax, Service Tax, Custom Duty, Excise Duty, Cess and other statutory

dues within the prescribed time with the appropriate authorities during the year and there are no undisputed

amounts payable in respect of these dues which have remained outstanding as at 31 March, 2009 for a period of

more than six months from the date they became payable. We are informed that the Company’s operations, during

the year, did not give rise to any liability for Investor Education and Protection Fund and Wealth Tax.

b. According to the information and explanations given to us, the dues of Income Tax and Trade Tax, which have not

been deposited by the Company on account of various disputes are as follows:

Name of Nature Amount Amount Period to Forum where

Statute of Dues Demanded Paid under which the the dispute

(Rs.) protest amount is pending

(Rs.) relates

Income Tax Income Tax 143,053 71,600 Assessment Income Tax appellate

Act, 1961 Year 2001-2002 Tribunal, Delhi

Income Tax Income Tax 27,320 - Assessment Remanded back by

Act, 1961 Year 2002-2003 Income Tax Appellate

Tribunal, Delhi to

Assessing Officer

Income Tax Income Tax 13,189,332 1,747,116 Assessment Remanded back by

Act, 1961 Year 2003-2004 Income Tax Appellate

Tribunal, Delhi to

Assessing Officer

Income Tax Income Tax 5,581,256 - Assessment Commissioner of

Act, 1961 Year 2003-2004 Income Tax (Appeals)

Income Tax Income Tax 9,599,124 4,800,000 Assessment Remanded back by

Act, 1961 Year 2004-2005 Income Tax Appellate

Tribunal, Delhi to

Assessing Officer

Income Tax Income Tax 34,009,173 25,500,186 Assessment Remanded back by

Act, 1961 Year 2005-2006 Income Tax Appellate

Tribunal, Delhi to

Assessing Officer

Income Tax Income Tax 740,029 740,000 Assessment Commissioner of

Act, 1961 Year 2006-2007 Income Tax (Appeals)

VAT-UP VAT 1,776,435 863,019 Assessment UP VAT

Trade Tax, Year 2007-2008 Appellate Tribunal

1948

We are informed that there are no dues in respect of Wealth Tax, Service tax, Customs Duty, Excise Duty and Cess,

which have not been deposited on account of any dispute.

10. The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the

financial year and in the immediately preceding financial year.

28


11. Based on our examination of the books of account and related records and according to information and explanation given

to us, we are of the opinion that the Company has not defaulted in repayment of dues to its bankers. The Company did

not have any outstanding dues to any financial institutions or debenture-holders during the year.

12. According to information and explanation given to us and based on documents and records examined by us, the Company

has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion and according to information and explanation given to us, the Company is not a chit fund or a nidhi/mutual

benefit fund/society. Accordingly, the provisions of clause 4 (xiii) of the Companies (Auditor’s Report) Order, 2003 are not

applicable to the Company.

14. In our opinion and according to information and explanation given to us, the Company does not deal in trading of shares,

securities, debentures and other investments.

15. According to information and explanation given to us, the Company has not given any guarantee for loans taken by others

from bank or financial institutions during the year.

16. Based on the examination of the books of account and related records and according to the information and explanations

given to us, the Company has not availed any term loan during the year.

17. According to the information and explanations given to us, and on an overall examination of the balance sheet of the

Company, funds raised on short-term basis have prima facie, not been utilised for long term investment.

18. According to information and explanation given to us and the records of the Company examined by us, the Company has

not made any preferential allotment of shares to parties and companies covered in the Register maintained under section

301 of the Companies Act, 1956.

19. According to information and explanation given to us and the records of the Company examined by us, the Company has

not issued any debentures.

20. According to information and explanation given to us and the records of the Company examined by us, the Company has

not raised any money from public issue during the year under report.

21. According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported

during the year.

29

For DELOITTE HASKINS & SELLS

Chartered Accountants

sd/-

JITENDRA AGARWAL

Place : Mumbai Partner

Date : May 27, 2009 Membership No. 87104


BALANCE SHEET AS AT MARCH 31, 2009

As At As At

PARTICULARS Schedule March 31, 2009 March 31, 2008

(Rs.) (Rs.)

SOURCES OF FUNDS

SHAREHOLDERS’ FUNDS

Share Capital 1 1,400,001,600 1,400,001,600

Reserves and Surplus 2 5,434,166,957 4,364,597,089

30

6,834,168,557 5,764,598,689

DEFERRED TAX LIABILITY 3 208,928,335 238,507,714

DEPOSIT FROM CUSTOMERS 265,391,727 68,322,734

(Refer to Note 6 on Schedule 15)

APPLICATION OF FUNDS

FIXED ASSETS

7,308,488,619 6,071,429,137

Gross Block 4 8,172,030,658 6,680,055,476

Less :Accumulated depreciation 3,777,320,224 3,104,240,385

Net Block 4,394,710,434 3,575,815,091

Capital Work-in-Progress 816,291,651 589,661,342

5,211,002,085 4,165,476,433

INVESTMENTS 5 1,041,779,040 1,088,374,822

CURRENT ASSETS,

LOANS AND ADVANCES

Inventories 6 237,448,467 229,194,695

Sundry debtors 7 318,736,342 226,426,991

Cash and bank balances 8 1,461,682,396 1,398,871,158

Other current assets 9 20,386,151 18,084,155

Loans and advances 10 553,947,480 406,546,441

2,592,200,836 2,279,123,440


BALANCE SHEET AS AT MARCH 31, 2009

As At As At

PARTICULARS Schedule March 31, 2009 March 31, 2008

(Rs.) (Rs.)

Less: Current Liabilities

and Provisions 11

Current Liabilities 857,443,698 788,384,416

Provisions 679,049,644 673,161,142

31

1,536,493,342 1,461,545,558

Net Current Assets 1,055,707,494 817,577,882

Notes to the Accounts 15

The Schedules referred to above form an integral part of the accounts

As per our report of even date attached

For Deloitte Haskins & Sells For and on behalf of the Board of Directors

Chartered Accountants

7,308,488,619 6,071,429,137

sd/- sd/- sd/-

Jitendra Agarwal Rajesh Vedvyas Manmohan Singh

Partner Managing Director Director (Commercial)

Membership No.: 87104

Place: Mumbai Place: Mumbai

Date: 27 May, 2009 Date: 27 May, 2009

sd/- sd/-

S.K. Jain Rajesh Agrawal

Company Secretary Chief General Manager

(Finance)


PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED MARCH 31, 2009

For the year ended For the year ended

PARTICULARS Schedule March 31, 2009 March 31, 2008

(Rs.) (Rs.)

INCOME

Sales

Compressed Natural Gas 8,698,946,204 7,407,413,550

Less: Discount 76,385,622 71,291,214

32

8,622,560,582 7,336,122,336

Less: Excise Duty 1,093,666,479 1,038,197,499

7,528,894,103 6,297,924,837

Piped Natural Gas 998,812,253 761,858,220

8,527,706,356 7,059,783,057

Other Income 12 262,204,468 234,380,538

EXPENDITURE

8,789,910,824 7,294,163,595

(Increase)/Decrease in Inventories 13 (628,837) (70,268)

Cost of Natural Gas Purchased 4,108,297,315 3,029,441,504

(Refer note 12, Schedule 15)

Operating and Other Expenses 14 1,419,304,691 1,030,070,121

Depreciation 4 674,335,952 625,767,189

6,201,309,121 4,685,208,546

Profit for the year before tax 2,588,601,703 2,608,955,049

Provision for Taxation

Current Tax 887,306,208 925,171,113

Fringe Benefit Tax 6,132,257 2,419,343

Deferred Tax Charge / (Credit) (29,579,379) (63,190,960)

Profit after Tax 1,724,742,617 1,744,555,553

Brought forward from previous year 3,835,430,988 2,920,503,739

Profit available for appropriations 5,560,173,605 4,665,059,292


PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED MARCH 31, 2009

For the year ended For the year ended

PARTICULARS Schedule March 31, 2009 March 31, 2008

(Rs.) (Rs.)

APPROPRIATIONS

Proposed Dividend 560,000,640 560,000,640

Corporate Dividend Tax on Proposed Dividend 95,172,109 95,172,109

Transferred to General Reserve 172,474,262 174,455,555

Balance carried to the Balance Sheet 4,732,526,594 3,835,430,988

33

5,560,173,605 4,665,059,292

Basic/Diluted Earnings Per Share 12.32 12.46

(Refer to note 2.13 & 7 on Schedule 15)

Notes to the Accounts 15

The Schedules referred to above form an integral part of the accounts

As per our report of even date attached

For Deloitte Haskins & Sells For and on behalf of the Board of Directors

Chartered Accountants

sd/- sd/- sd/-

Jitendra Agarwal Rajesh Vedvyas Manmohan Singh

Partner Managing Director Director (Commercial)

Membership No.: 87104

Place: Mumbai Place: Mumbai

Date: 27 May, 2009 Date: 27 May, 2009

sd/- sd/-

S.K. Jain Rajesh Agrawal

Company Secretary Chief General Manager

(Finance)


CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2009

For the year ended For the year ended

PARTICULARS March 31, 2009 March 31, 2008

(Rs.) (Rs.)

A. CASH FLOW FROM OPERATING ACTIVITIES

Net Profit Before Tax 2,588,601,703 2,608,955,049

Add:

Depreciation for the year 674,335,952 625,767,189

Unrealised foreign exchange loss 9,121,327 -

Assets written off 330,428 7,656,565

Provision for inventory obsolescence/ written off 5,049,854 4,509,290

Provision for doubtful debts 865,500 1,025,676

Less:

34

3,278,304,764 3,247,913,769

Income from Short Term Deposits with Banks 150,249,969 78,950,614

Income from Mutual Fund Investments 68,420,479 85,864,790

Unrealised foreign exchange gain - 5,387,706

Operating Profit before Working Capital Changes 3,059,634,316 3,077,710,659

Deposits received during the year (Net) 197,068,994 14,472,015

(Increase)/ Decrease in current assets

Debtors (93,174,851) (39,204,975)

Other current assets (2,301,996) (9,682,023)

Loans and Advances (69,156,573) (72,174,410)

Inventories (13,303,627) (25,382,090)

Increase/(Decrease) in current

liabilities and provisions

Current liabilities and Provisions 65,826,457 52,604,950

Cash generated from operating

activities before taxes 3,144,592,720 2,998,344,126

Taxes paid (net) (958,293,136) (954,121,077)

Net Cash from Operating Activities 2,186,299,584 2,044,223,049


CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2009

For the year ended For the year ended

PARTICULARS March 31, 2009 March 31, 2008

(Rs.) (Rs.)

B. CASH FLOW FROM INVESTING ACTIVITIES

Purchase of Fixed Assets (net of Sales) (1,720,192,032) (854,572,710)

Income from Mutual Fund Investments 68,420,479 85,864,790

Interest received on Deposits 136,860,174 22,227,292

Net Cash from/(Used in) investing Activities (1,514,911,379) (746,480,628)

C. CASH FLOW FROM FINANCING ACTIVITIES

Payment of Dividend and Dividend Tax (655,172,749) (491,379,562)

Net Cash from/(Used in) Financing Activities (655,172,749) (491,379,562)

NET INCREASE IN CASH AND

CASH EQUIVALENTS 16,215,456 806,362,859

Cash and Cash Equivalents

at the beginning of the year 2,487,245,980 1,680,883,121

Cash and Cash Equivalents at the end of the year 2,503,461,436 2,487,245,980

Notes to Cash Flow Statement:

Cash and cash equivalents comprise:

Cash in hand 17,989,973 14,819,581

Balances with banks 1,443,692,423 1,384,051,577

Investments in Mutual Funds 1,041,779,040 1,088,374,822

As per our report of even date attached

For Deloitte Haskins & Sells For and on behalf of the Board of Directors

Chartered Accountants

35

2,503,461,436 2,487,245,980

sd/- sd/- sd/-

Jitendra Agarwal Rajesh Vedvyas Manmohan Singh

Partner Managing Director Director (Commercial)

Membership No.: 87104

sd/- sd/-

S.K. Jain Rajesh Agrawal

Company Secretary Chief General Manager

(Finance)

Place: Mumbai Place: Mumbai

Date: 27 May, 2009 Date: 27 May, 2009


SCHEDULES FORMING PART OF THE ACCOUNTS

As At As At

PARTICULARS Mar 31, 2009 March 31, 2008

(Rs.) (Rs.)

SCHEDULE 1 - SHARE CAPITAL

Authorised Capital

220,000,000 Equity shares of Rs.10 each 2,200,000,000 2,200,000,000

Issued, Subscribed and paid up

140,000,160 Equity shares of Rs.10 each, fully paid up 1,400,001,600 1,400,001,600

[Of the above, 18,984,351 (previous year 18,984,351)

equity shares of Rs.10 each were allotted as fully paid up,

pursuant to a contract for a consideration other

than cash]

SCHEDULE 2 - RESERVES AND SURPLUS

General Reserve

36

1,400,001,600 1,400,001,600

Opening Balance 529,166,101 354,710,546

Add: Transferred from Profit and loss account 172,474,262 174,455,555

Closing balance 701,640,363 529,166,101

Profit and Loss Account 4,732,526,594 3,835,430,988

SCHEDULE 3 - DEFERRED TAX LIABILITY

Deferred tax liabilities on:

5,434,166,957 4,364,597,089

Accumulated depreciation 221,725,746 247,540,586

Deferred tax assets on:

Provision for gratuity 2,636,331 2,079,801

Provision for leave encashment 5,479,426 4,034,454

Provision for inventory/doubtful debts 4,681,654 2,918,617

12,797,411 9,032,872

208,928,335 238,507,714


SCHEDULES FORMING PART OF THE ACCOUNTS

SCHEDULE 4 - FIXED ASSETS

(Refer to notes 2.3, 2.4, 2.9 and 9 Schedule 15)

PARTICULARS GROSS BLOCK DEPRECIATION/AMORTISATION NET BLOCK

Sales / On sales /

As At Additions Adjustments As At Upto For the adjustments Upto As At As at

April 1, 2008 for the year for the year March 31,2009 March 31, 2008 Year for the year Mar 31,2009 Mar 31,2009 March 31, 2008

(Rs.) (Rs.) (Rs.) (Rs.) (Rs.) (Rs.) (Rs.) (Rs.) (Rs.) (Rs.)

Tangible Assets

Leasehold land (Foot note 1) 91,608,753 12,571,181 - 104,179,934 19,269,498 2,708,790 - 21,978,288 82,201,646 72,339,255

Buildings (Foot note 2) 854,089,936 176,987,310 - 1,031,077,246 154,706,324 36,848,047 - 191,554,371 839,522,875 699,383,612

Plant and machinery (Foot note 3) 5,603,549,431 1,286,289,874 (211,915) 6,889,627,390 2,884,090,313 617,221,517 (131,798) 3,501,180,032 3,388,447,358 2,719,459,118

Furniture, fixtures and fittings 47,381,668 9,385,248 (389,235) 56,377,681 10,944,716 3,110,716 (196,148) 13,859,284 42,518,397 36,436,952

Vehicles 1,063,683 1,244,951 - 2,308,634 311,972 128,975 - 440,947 1,867,687 751,711

Electronic data processing equipment 35,155,837 6,065,966 (1,016,664) 40,205,139 19,741,172 4,845,076 (928,167) 23,658,081 16,547,058 15,414,665

Intangible Assets

Computer software 47,206,168 1,048,466 - 48,254,634 15,176,390 9,472,831 - 24,649,221 23,605,413 32,029,778

37

6,680,055,476 1,493,592,996 (1,617,814) 8,172,030,658 3,104,240,385 674,335,952 (1,256,113) 3,777,320,224 4,394,710,434 3,575,815,091

Previous year 6,131,357,579 578,461,541 (29,763,644) 6,680,055,476 2,496,940,029 625,767,189 (18,466,833) 3,104,240,385 3,575,815,091 3,634,417,550

Capital work-in-progress 816,291,651 589,661,342

(Includes capital advances and capital inventory)

NOTES:

1. Gross block of leasehold land includes land amounting to Rs. 66,212,104 (previous year Rs. 66,212,104) obtained on lease from the Land & Development Office, New Delhi, under

licensing arrangement and pending execution of the related lease agreements.

2. Buildings have been constructed on land acquired on lease from various Government Authorities

3. Additions to fixed assets are net of Rs. 212,020,977 (previous year Rs 221,355,549) on account of recoveries from PNG customers towards the cost of installation of PNG pipeline

network.


SCHEDULES FORMING PART OF THE ACCOUNTS

As At As At

March 31, 2009 March 31, 2008

(Rs.) (Rs.)

SCHEDULE 5 - INVESTMENTS (CURRENT UNQUOTED - NON TRADE)

(at cost or fair value whichever is lower)

Name of Mutual Fund NAV as at Face Value as at No. of units as at No. of units as at

March 31, 2009 March 31, 2009 March 31, 2009 March 31, 2008

HDFC - FRIF - STF - WP 10.08 10.00 25,042,911 - 252,455,080

Kotak Flexi Debit Scheme-Daily Dividend 10.05 10.00 23,613,139 - 237,253,010

Reliance Liquid Plus/Money Manager Fund 1,001.14 1,000.00 251,353 - 251,638,969

DWS Liquid Plus/DWS Ultra Short Term Fund - IP 10.02 10.00 8,235,259 - 82,500,000

JP Morgan Liquid Plus Fund 10.01 10.00 21,773,819 - 217,931,981

Franklin Templeton Floating Rate Income Fund-SIP - - - 10,493,190 - 105,045,231

HDFC Cash Management Fund - FRIF-STF-Wholesale Plan - - - 20,289,246 - 204,533,862

Principal Floating Rate Fund-Flexible Maturity Plan-IP - - - 15,035,709 - 150,542,030

Tata Floating Fund - - - 20,588,342 - 206,616,361

Birla Liquid Plus-IP - - - 17,112,281 - 171,239,172

LIC Liquid Plus Fund - - - 20,534,323 - 205,343,226

Birla Cash Plus - Institutional Premium - Daily Dividend - - - 4,496,725 - 45,054,940

1,041,779,040 1,088,374,822

38

Units purchased and sold during the year

Purchased Sold

Purchased Sold

Name of Mutual Fund Scheme No. of Units No. of Units

Tata Floating Fund 38,963,302 59,551,644

Name of Mutual Fund Scheme No. of Units No. of Units

Franklin Templeton Floating Rate Income Fund-SIP 9,597,351 20,090,541

Birla Cash Plus - Institutional Premium - Daily Dividend 6,629 4,503,354

Birla Liquid Plus-IP 63,116,434 80,228,715

ABN Amro Money Plus Fund 6,525,721 6,525,721

DSP Blackrock Liquid Plus - IP 201,381 201,381

Sundaram BNP Paribas Liquid Plus -SIP 28,368,327 28,368,327

LIC Liquid Plus Fund 41,150,279 61,684,602

HDFC Cash Management Fund -Savings Plus

Wholesale Daily Dividend 45,042,941 45,042,941

LIC Floating Rate Fund STP Dividend 20,010,028 20,010,028

ING Liquid Plus 20,109,880 20,109,880

HDFC - FRIF - STF - WP 25,042,911 -

HDFC Cash Management Fund - FRIF-STF-Wholesale Plan 4,236,259 24,525,505

DWS Liquid Plus/DWS Ultra Short Term Fund - IP 61,582,257 53,346,998

Grindlays FRIF IP - LTP - Plan B 10,071,329 10,071,329

HSBC Liquid Plus Fund - IP Plus 11,038,976 11,038,976

Kotak Flexi Debit Scheme-Daily Dividend 23,613,139 -

Canara Robeco Liquid Plus - IP 37,585,968 37,585,968

Canara Robeco Liquid -SIP 20,110,861 20,110,861

Kotak Liquid Insti. Prem Plan 5,656,149 5,656,149

Kotak Floater Long Term 24,869,063 24,869,063

JP Morgan Liquid Plus Fund 44,684,074 22,910,255

IDFC Liquid Plus - Treasury Plan B 9,482,733 9,482,733

ICICI Prudential Flexible Income Plan 18,966,850 18,966,850

ICICI Prudential Floating Rate Fund Plan-D- Daily Dividend 11,184,569 11,184,569

IDFC Liquid Plus / Money Manager - Treasury Plan C 30,145,906 30,145,906

JM Money Manager Fund - Super Plus 12,032,631 12,032,631

Reliance Liquid Plus/Money Manager Fund 331,553 80,200

Principal Floating Rate Fund-Flexible Maturity Plan-Ip 32,765,154 47,800,863


SCHEDULES FORMING PART OF THE ACCOUNTS

As at As at

PARTICULARS Mar 31, 2009 March 31, 2008

(Rs.) (Rs.)

SCHEDULE 6 - INVENTORIES

CNG and Natural Gas in Pipeline

(at lower of cost or net realisable value) 3,839,159 3,210,322

Stores and spares (at cost)

(Refer note 2.6 of schedule 15) 245,491,753 233,545,388

Less: Provision for obsolescence (11,882,445) 233,609,308 (7,561,015)

SCHEDULE 7 - SUNDRY DEBTORS

Secured - Considered good

39

237,448,467 229,194,695

Exceeding six months 297,819 26,130

Others 65,124,479 65,422,298 45,682,087

45,708,217

Unsecured

Exceeding six months

-Considered good 4,118,073 2,932,215

-Considered doubtful 1,891,176 1,025,676

Less: Provision for Doubtful Debts (1,891,176) (1,025,676)

4,118,073 2,932,215

Others considered good 249,195,971 177,786,559

SCHEDULE 8 - CASH AND BANK BALANCES

318,736,342 226,426,991

Cash in hand 17,989,973 14,819,581

Balances with Scheduled Banks:

On current accounts 41,911,146 88,947,335

On fixed deposit accounts (including under lien Rs. 555,084;

previous year Rs. 939,040) 1,401,781,277 1,295,104,242

1,461,682,396 1,398,871,158


SCHEDULES FORMING PART OF THE ACCOUNTS

As At As At

PARTICULARS March 31, 2009 March 31, 2008

(Rs.) (Rs.)

SCHEDULE 9 - OTHER CURRENT ASSETS

(Unsecured, considered good)

Income accrued and not due 20,386,151 18,084,155

SCHEDULE 10 - LOANS AND ADVANCES

(Unsecured, considered good)

40

20,386,151 18,084,155

Advances recoverable in cash or in kind or

for value to be received * 242,761,566 231,215,515

Security deposits 22,232,385 3,278,951

Interest accrued but not due on Fixed Deposits 62,767,403 49,377,608

Advance tax (net of provision for taxation

Rs. 4,080,372,123 previous year Rs.3,180,290,456) 122,855,363 58,000,692

Balance with Excise authorities 103,330,763 64,673,675

* Includes amounts due from directors of the company

Rs. Nil (previous year Rs. Nil)

Maximum amount outstanding at any time during the year

Rs. 10,000 (previous year Rs.97,020)

553,947,480 406,546,441


SCHEDULES FORMING PART OF THE ACCOUNTS

As At As At

PARTICULARS March 31, 2009 March 31, 2008

(Rs.) (Rs.)

SCHEDULE 11 - CURRENT LIABILITIES AND

PROVISIONS

(A) CURRENT LIABILITIES

Note

Sundry Creditors * 835,989,336 772,484,991

Unclaimed Dividend # 3,578,388 2,021,735

Other liabilities 17,875,974 13,877,690

* There are no dues outstanding to small scale industrial

undertakings. Presently, the Company does not have information

with regard to the parties covered, if any, under the Micro, Small

and Medium Enterprises Development Act, 2006.

# There is no amount due and outstanding at the year end to be

credited to Investor Education and Protection Fund.

(B) PROVISIONS

41

857,443,698 788,384,416

Proposed Dividend 560,000,640 560,000,640

Corporate Dividend Tax on Proposed Dividend 95,172,109 95,172,109

Gratuity 7,756,195 6,118,860

Leave Encashment 16,120,700 11,869,533

679,049,644 673,161,142


SCHEDULES FORMING PART OF THE ACCOUNTS

For the year ended For the year ended

PARTICULARS March 31, 2009 March 31, 2008

(Rs.) (Rs.)

SCHEDULE 12 - OTHER INCOME

Interest on short term deposits with banks 150,249,969 78,950,614

[Gross of tax deducted at source Rs.30,489,524

(previous year Rs.10,430,091)]

Income from Mutual Fund Investments 68,420,479 85,864,790

(current non trade investments)

Liabilities/ provisions no longer required

written back 23,876,506 16,968,852

Foreign exchange gain (Net) - 5,357,775

Miscellaneous income 19,657,514 47,238,507

SCHEDULE 13 - (INCREASE)/DECREASE IN INVENTORIES

42

262,204,468 234,380,538

Closing Stock of CNG and Natural Gas 3,839,159 3,210,322

Opening Stock of CNG and Natural Gas 3,210,322 3,140,054

(Increase)/Decrease in Inventories (628,837) (70,268)


SCHEDULES FORMING PART OF THE ACCOUNTS

For the year ended For the year ended

PARTICULARS March 31, 2009 March 31, 2008

(Rs.) (Rs.)

SCHEDULE 14 - OPERATING AND

OTHER EXPENSES

Operating expenses at CNG stations 212,425,045 153,030,719

Dealers’ commission 89,618,809 71,773,426

Stores and spares consumed 201,053,719 169,117,722

Power and fuel 149,010,428 90,116,169

Rent

Hire charges:

66,068,792 59,134,558

- Vehicle 63,374,304 44,808,413

- Equipment 24,445,007 29,961,326

Rates and taxes

Repairs:

2,105,661 2,771,561

- Buildings 21,839,026 29,406,146

- Plant and machinery 143,268,475 64,294,382

- Others 11,804,077 10,931,052

Personnel expenses: (see note 10) 176,911,578

- Salaries, wages and bonus 199,995,004 132,378,732

- Contribution to provident and other funds 7,500,760 6,401,914

- Welfare Expenses 27,834,378 13,779,324

Insurance

235,330,142

7,983,806 12,847,707

Legal and Professional Expenses (see note 14) 25,818,315 23,970,853

Travelling Expenses 13,737,353 11,509,339

Advertisement Expenses 13,017,341 11,460,778

Security Expenses 37,885,169 34,110,008

Loss on assets sold or discarded 330,428 7,656,565

Provision for doubtful debts 865,500 1,025,676

Provision for inventory obsolescence/ written off 5,049,854 4,509,290

Bank charges 22,768,100 10,050,619

Miscellaneous expenses 71,505,340 35,023,842

43

1,419,304,691 1,030,070,121


SCHEDULE 15

NOTES TO THE ACCOUNTS

1. Background

Indraprastha Gas Limited (‘The Company’) was incorporated on December 23, 1998 under the Companies Act, 1956. It

is listed on the Bombay Stock Exchange (BSE) and the National Stock Exchange (NSE).

The Company is a joint venture between GAIL India Limited and Bharat Petroleum Corporation Limited. The Company’s

business consists of sale of Compressed Natural Gas (CNG) and Piped Natural Gas (PNG).

2. Significant Accounting Policies

2.1 Basis of preparation of financial statements

The financial statements are prepared on the accrual basis under the historical cost convention in accordance with

Generally Accepted Accounting Principles, the provisions of the Companies Act, 1956 and applicable Accounting

Standards prescribed under Section 211(3C) of the Companies Act, 1956.

2.2 Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires

management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure

of contingent liabilities on the date of financial statements. Actual results in future could differ from those estimates.

Any revision to accounting estimates is recognized prospectively in current and future periods.

2.3 Fixed assets

a) Fixed assets are stated at their original cost including freight, duties, taxes and other incidental expenses relating

to acquisition and installation and are net of recoveries from PNG customers towards the cost of installation of

PNG pipeline network.

b) Expenditure incurred during the period of construction, including all direct and indirect expenses, incidental

and related to construction, is carried forward and on completion, the costs are allocated to the respective

fixed assets.

c) Gas distribution systems are commissioned on commencement of supply of gas to consumers. In the case of

commissioned assets where final payment to the contractors is pending, capitalization is made on an estimated

basis pending receipt of final bills from the contractors, and subject to adjustment in cost and depreciation in

the year of final settlement.

d) Insurance spares are capitalized with the cost of plant and machinery and depreciated over the useful life of the

respective asset.

e) Capital inventory represents items of capital nature lying in the stores and valued at cost.

f) Intangible assets comprising ERP software are amortised using straight line method over an estimated useful

period of 5 years.

g) The carrying amount of assets, including those assets that are not yet available for use, are reviewed at each

balance sheet date to determine whether there is any indication of impairment. If any such indication exists,

recoverable amount of asset is determined. An impairment loss is recognized in the profit and loss account

whenever the carrying amount of an asset exceeds its recoverable amount. An impairment loss is reversed

only to the extent that the carrying amount of asset does not exceed the net book value that would have been

determined if no impairment loss had been recognized.

44


2.4 Depreciation and amortization

(Also refer to Note 5)

Depreciation is charged on a pro-rata basis on the straight line method over the estimated useful lives of assets,

determined as follows:

Mother Compressors, Online Compressors 7 years

and Booster Compressors

Leasehold land Over the period of lease

Bunkhouses 5 years

Signages 10 years

All other assets Rates prescribed under Schedule XIV

to the Companies Act, 1956

Assets costing Rs. 5,000 or less are fully depreciated in the year of purchase. Rates of depreciation are equal to or

more than Schedule XIV to the Companies Act, 1956.

2.5 Investments

Current investments are stated at the lower of cost and fair value.

2.6 Inventories

a) Stores and spares are valued at cost on weighted average basis. Provision for obsolescence is made where

necessary.

b) Stock of CNG in cascades and Natural Gas in pipelines is valued at the lower of cost on First in First out (FIFO)

basis or net realisable value.

c) Closing stock of Natural Gas in pipelines and cascades is estimated on a volumetric basis.

2.7 Revenue recognition

a) Revenue on sale of Piped Natural Gas is recognized based on consumption by the customer.

b) Revenue on sale of Compressed Natural Gas (CNG) is recognized on sale of gas to customers from CNG

stations.

c) Income from deposits is recognized on a time proportion basis. Dividend income from investment in mutual

funds is recognized, when the Company’s right to receive payment is established.

2.8 Foreign currency transactions

Transactions in foreign currency are translated at the exchange rates prevailing on the date of the transaction. Monetary

foreign currency assets and liabilities are translated at exchange rates prevailing as at the year-end. Exchange gains or

losses arising out of fluctuation in exchange rates on settlement during the year and/or translation at year-end are

recognized in the profit and loss account.

2.9 Borrowing costs

Borrowing costs that are directly attributable to the acquisition or construction of an eligible capital asset is capitalized

as a part of the cost of that asset. Other borrowing costs are recognized as an expense in the period in which they

are incurred.

2.10 Retirement benefits

Incremental liabilities in respect of gratuity, leave encashment and sick leave are provided on the basis of actuarial

valuation as at the balance sheet date and are charged to the profit and loss account. Contributions for provident

fund are charged to the profit and loss account as incurred.

2.11 Operating leases

Lease rentals are recognized as an expense in the profit and loss account on straight-line basis over the term of the

lease.

45


2.12 Taxation

Income tax expense comprises current tax, deferred tax and fringe benefit tax. Current Tax and Fringe Benefit Tax

is amount of tax for the period determined in accordance with the Income-tax Act, 1961. Deferred Tax charge or

credit reflects the tax effects of timing differences between accounting income and taxable income for the period.

The deferred tax charge or credit and the corresponding deferred tax liability or deferred tax asset are recognized

using the tax rates that have been enacted or substantially enacted by the Balance Sheet date. Deferred tax assets

are recognized only to the extent there is reasonable certainty of realisation in the future. Such assets are reviewed

at each balance sheet date to reassess realisation. Where there are unabsorbed depreciation and carry forward

losses under tax laws, deferred tax assets are recognized only if there is virtual certainty supported by convincing

evidence that such deferred tax assets can be realised in future.

2.13 Earnings per share

Basic earning per share is computed using the weighted average number of equity shares outstanding during the

year. Diluted earning per share is computed using the weighted average number of equity and dilutive equity equivalent

shares outstanding during the year, except where the results would be anti dilutive.

2.14 Contingencies

A provision is recognized in the financial statements where there exists a present obligation as a result of a past

event, the amount of which can be reliably estimated, and it is probable that an outflow of resources would be

necessitated in order to settle the obligation. Contingent liability is a possible obligation that arises from past events

and the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain

future events, not wholly within the control of the enterprise, or is a present obligation that arises from past events

but is not recognized because either it is not probable that an outflow of resources embodying economic benefits

will be required to settle the obligation, or a reliable estimate of the amount of the obligation cannot be made.

2.15 Deposits with Government Agencies, Local Authorities and Other Electricity Companies

Deposits given to Government agencies, local authorities and other electricity companies which are perennial in

nature are charged to revenue in the year of payment.

3. Contingent liabilities

3.1 Income Tax cases

In respect of Assessment Year 2001-02 to Assessment Year 2006-07, the department disallowed certain claims made

or set offs availed by the Company. This resulted into adjustments to past carried forward losses aggregating Rs

29,448,913 (previous year Rs. 29,448,913) and demands raised aggregating Rs. 63,289,287 (Previous year Rs.

56,968,002) against which Company has deposited Rs. 32,858,902 (Previous Year Rs. 22,118,716) under protest.

The Company has filed appeals against the above which are pending at various stages.

3.2 UP Trade Tax Cases

The Commercial Tax department of Uttar Pradesh has raised the demand towards UP Trade Tax for the Assessment

year 2007-08 amounting to Rs. 1,776,435 (Previous year Rs. 1,776,435) against which Rs. 863,019 (Previous Year Rs.

863,019) has been deposited and a Bank Guarantee of Rs. 914,000 is issued in favour of the department. The

Company has filed appeals against the above demand with Tribunal, Commercial Taxes, Noida.

3.3 Bank Guarantees

The Company’s total liability towards un-expired Bank Guarantees is Rs.494,809,876 (Previous year Rs. 219,175,559).

3.4 Service charges

During the year the Company has received a demand of Rs. 43,745,684 towards service charges on purchase of

natural gas for the period 1 July, 2008 to 31 March, 2009 The Company is of the view that the amount is not payable

and is disputing the demand made by the supplier and hence no provision has been made in the books of accounts

for this amount.

46


4. Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances)

Rs 701,143,333 (previous year Rs 639,812,199).

5. The Company has installed CNG Stations on land leased from various Government Authorities under leases for periods

ranging from one to five years. However, assets constructed/installed on such land are depreciated generally at the rates

specified in Schedule XIV to the Companies Act, 1956, as the management does not foresee non-renewal of the above

lease arrangements by the Authorities.

6. Deposits from customers of natural gas, refundable on termination/alteration of the gas sales agreements, are considered

as long term funds.

7. Earnings per share

47

For the Year ended For the Year ended

March 31, 2009 March 31, 2008

Net profit attributable to Shareholders (in Rs.) 1,724,742,617 1,744,555,553

Weighted average number of equity shares (Nos.) 140,000,160 140,000,160

Nominal value per share (in Rs.) 10 10

Basic earnings per share of Rs 10 each (in Rs.) 12.32 12.46

The Company does not have any outstanding dilutive potential equity shares. Consequently, the basic and diluted earnings

per share of the Company remain the same.

8. Segment reporting

The Company operates in a single segment of Natural Gas Business mainly in the National Capital Region and therefore

the disclosure requirements as per Accounting Standard 17 “Segment Reporting” are not applicable to the Company.

9. Management has carried out a review of the carrying value of assets as at 31 March 2009 in accordance with the provisions of

Accounting Standard – 28, Impairment of Assets. Based on the review, the management is of the opinion that there are no

impairment indicators that necessitate any adjustments to the carrying value of assets.

10. Managerial remuneration under Section 198 of the Companies Act, 1956 (see note below)

For the year ended For the year ended

31 March, 2009 (Rs.) 31 March, 2008 (Rs.)

Managing Director

Salary and allowances 1,404,853 1,229,845

Perquisites 321,169 132,306

Contribution to provident and other funds* 162,756 76,419

Commission on Profit for financial year 2007-08 559,062 -

2,447,840 1,438,570

Whole Time Director (refer note below)

Salary and allowances 1,555,066 1,290,036

Perquisites 599,545 355,889

Contribution to provident and other funds* 86,470 78,891

2,241,081 1,724,816

Total 4,688,921 3,163,386

* Does not include provisions for employee retirement benefits, which are based on actuarial valuation carried out on overall Company basis.


Note: Managerial Remuneration does not include:

1. Rs. 559,062 paid to Whole Time Director towards commission on profit for the financial year 2007-08, since the

amount was refunded by him and the same was subsequently paid to his parent organization Bharat Petroleum

Corporation Limited as per his advice.

2. Rs. 1,500,000 payable to Managing Director and Whole Time Director as commission on profit based on the period

of directorship held during the financial year ended on 31.03.2009, since the amount will be paid to their parent

organization as per their advice.

11. Operating lease arrangements

The Company has taken certain equipments and vehicles under operating lease agreements. The total lease rentals

recognized as expense during the year under the above lease agreements aggregates Rs 7,640,132 (previous year Rs

68,960,508). Lease obligations under non-cancellable periods are as follows:

For the year ended For the year ended

31 March, 2009(Rs.) 31 March, 2008(Rs.)

Amounts payable in next one year 62,709,385 21,548,841

Amounts payable in next two to five years 103,919,640 -

Amounts payable over 5 years - -

12. Additional information pursuant to the provisions of paragraphs 3 and 4 of Part II of Schedule VI of the Companies Act,

1956.

a) Licensed and installed capacity

The Company is operating on the basis of allocation of 2.70 Million Metric Standard Cubic Meters per day (MMSCMD,

previous year 2.70 MMSCMD) of natural gas on firm basis by the order from Ministry of Petroleum & Natural Gas.

b) Information regarding purchases, sales and stock

For the year ended 31 March 2009 For the year ended 31 March 2008

Quantity Amount(Rs.) Quantity Amount(Rs.)

Opening stock

Natural Gas (SCM) 208,736 1,060,381 204,160 10,14,677

Compressed Natural Gas (SCM) 313,300 2,149,941 304,721 21,25,377

Total 3,210,322 3,140,054

Purchases of Natural Gas (SCM)

Sales

713,335,578 4,108,297,315 598,468,703 3,029,441,504

Piped Natural Gas (SCM) 54,257,774 998,812,253 42,860,910 761,858,220

Compressed Natural Gas (SCM) 605,255,608 8,622,560,582 504,621,981 7,336,122,336

(460,380,919 Kgs) (386,220,911 kgs)

Total sales 9,621,372,835 8,097,980,556

Internal consumption

Closing stock

38,679,264 200,072,098 35,346,194 178,851,742

Natural Gas (SCM) 234,956 1,258,430 208,736 1,060,381

Compressed Natural Gas (SCM) 368,342 2,580,729 313,300 2,149,941

Total closing stock

Notes:

3,839,159 3,210,322

1. Difference in reconciliation of opening stock, purchases, sales and closing stock of gas quantities is on account of

measurement tolerance and normal loss of 15,061,670 SCM (previous year 15,626,463 SCM).

2. Natural gas is purchased in SCM and Compressed Natural Gas is sold in Kgs.

3. Sale of CNG is net of discounts and gross of excise duty.

48


c) Value of imported and indigenous stores and spares and percentage thereof to the total consumption

For the year ended 31 March 2009 For the year ended 31 March 2008

Amount (Rs.) % Amount (Rs.) %

Stores and spares

Imported 58,687,263 29 51,461,062 30

Indigenous 142,366,456 71 117,656,660 70

Total 201,053,719 100 169,117,722 100

13. CIF value of imports For the year ended For the year ended

31 March, 2009(Rs.) 31 March, 2008(Rs.)

Capital goods 541,675,978 135,362,343

Spares and components 50,727,677 45,203,928

14. Auditors’ remuneration* For the year ended For the year ended

Statutory Audit:

31 March, 2009(Rs.) 31 March, 2008(Rs.)

- Audit fee 1,000,000 875,000

- Limited review 375,000 375,000

Other services 100,000 -

Reimbursement of expenses

* Excluding Service Tax

15,000 20,000

15. Related Party transactions

Following related party transactions were carried out during the year:

Name of the Nature of Nature of transaction For the year For the year

related party relationship ended ended

31 March 2009 31 March 2008

(Rs.) (Rs.)

GAIL (India) Promoter Purchase of natural gas 4,081,008,882 3,074,935,708

Limited Venturer (including service tax

cenvatable and VAT)

Salaries, allowances and

other related payments

3,042,057 1,869,329

Reimbursement of expenses 174,433 29,882

Purchase of MDPE Pipes - 792,497

Security Deposit 25,918,690 6,900,000

Balance receivable/(payable) (223,844,613) (137,171,068)

Bharat Petroleum Promoter Sale of CNG (Gross) 576,895,847 459,674,341

Corporation Limited Venturer Salaries, allowances and

other related payments

3,025,126 2,009,206

Advance for natural gas & diesel - 29,618,975

Reimbursement of expenses 46,087,575 36,532,292

Purchases of natural gas 117,440,319 56,431,231

Purchases of lubricants 13,384,055 8,142,836

Commission income for sale

of lubricant

68,863 197,192

Other expenses 1,148,124 -

Balance receivable/(payable) 23,655,082 62,701,206

49


For the year ended For the year ended

31 March 2009 31 March 2008

Key Management Personnel-Remuneration

Mr. Om Narayan Managing Director (upto 28 July, 2008) 1,296,955 1,438,570

Mr. Rajesh Vedvyas Managing Director 1,150,885

Mr. Manmonhan Singh Director (Commercial) 2,241,081 1,724,816

16. Expenditure in foreign currency

50

For the year ended For the year ended

31 March 2009 31 March 2008

(Rs.) (Rs.)

Travelling 35,852 121,256

17. Earnings in foreign currency

For the year ended For the year ended

31 March 2009 31 March 2008

(Rs.) (Rs.)

Sale of tender documents 53,005 401,012

18. Disclosure as required under Accounting Standard –15 (Revised) on “Employee Benefits” for Gratuity is as under:

A. Assumptions

Gratuity

31.03.2009 31.03.2008

Discount rate 7.50% 8.00%

Rate of return on plan assets 0.00% 0.00%

Salary Escalation 6.00% 5.50%

B. Change in benefit obligation

Gratuity

31.03.2009 31.03.2008

(Rs.) (Rs.)

Liability at the beginning of the year 6,118,860 4,611,080

Interest cost 458,915 368,886

Current service cost 1,927,281 1,448,742

Benefits paid 204,449 1,358,029

Actuarial (gain) / loss on obligations (544,412) 1,048,181

Liability at the end of the year 7,756,195 6,118,860

Amount Recognized in the balance sheet (7,756,195) (6,118,860)

C. Expenses recognized in the profit and loss account

Gratuity

31.03.2009 31.03.2008

(Rs.) (Rs.)

Current service costs 1,927,281 1,448,742

Interest cost 458,915 368,886

Actuarial (gain) / loss (544,412) 1,048,181

Expenses charged to the profit and loss account 1,841,784 2,865,809


D. Balance Sheet Reconciliation

51

Gratuity

31.03.2009 31.03.2008

(Rs.) (Rs.)

Opening net liability 6,118,860 4,611,080

Expenses charged to the profit and loss account 1,841,784 2,865,809

Benefits paid (204,449) (1,358,029)

Closing liability 7,756,195 6,118,860

19. Company’s foreign currency exposure on account payables not hedged is as follows:

31.03.2009 31.03.2008

Currency Amount in Amount in Amount in Amount in

Foreign Rs. Foreign Rs.

currency currency

USD 1,831,814 92,561,555 893,707 35,721,455

EURO 87,521 5,837,629 75,337 4,753,013

CHF 6,930 304,523 6,672 267,663

SEK 19,561 118,932 19,561 131,060

GBP - - 1,178 93,725

98,822,639 40,966,916

20. Corresponding figures of the previous year have been regrouped/reclassified, wherever considered necessary, to conform

to current year figures.

21. Schedules 1 to 15 form an integral part of the financial statements.

For and on behalf of the Board of Directors

sd/- sd/-

Rajesh Vedvyas Manmohan Singh

Managing Director Director (Commercial)

sd/- sd/-

Place: Mumbai S.K. Jain Rajesh Agrawal

Date: 27 May, 2009 Company Secretary Chief General Manager

(Finance)


PART - IV

BALANCE SHEET ABSTRACT AND COMPANY’S GENERAL BUSINESS PROFILE

I. Registration Details

Registration No. 097614 State Code 55

Balance Sheet Date 31-Mar-09

II. Capital Raised during the year (Amount in Rs Thousands)

Public Issue NIL Right Issue NIL

Bonus Issue NIL Private Placement NIL

III. Position of Mobilisation and Deployment of Funds (Amount in Rs Thousands)

Total Liabilities 7,308,489 Total Assets 7,308,489

Sources of Funds

Paid-up Capital 1,400,002 Reserves and Surplus 5,434,167

Secured Loans - Unsecured Loans 265,392

Deferred Tax Liability

Application of Funds

208,928

Net Fixed Assets 5,211,002 Investments 1,041,779

Net Current Assets 1,055,708 Misc. Expenditure NIL

IV Performance of the Company (Amount in Rs Thousands)

Turnover 8,789,911 Total Expenditure

(Including Prior Period)

6,201,309

+ - Profit/Loss 2,588,602 + - Profit/Loss 1,724,743

Before Tax After Tax

(Please tick appropriate box + for Profit, - Loss)

Earnings per Share in Rs. 12.32 Dividend Rate % 40%

V Generic Names of Three Principal products/Services of Company

(as per monetary terms)

Item Code No. (ITC Code) 271112100

Product Description NATURAL GAS

For and on behalf of the Board of Directors

sd/- sd/-

Rajesh Vedvyas Manmohan Singh

Managing Director Director (Commercial)

sd/- sd/-

Place: Mumbai S.K. Jain Rajesh Agrawal

Date: 27 May, 2009 Company Secretary Chief General Manager

(Finance)

52

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